COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 19th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SCWorx Acquisition corp. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Issuance Date”), subject to receipt of the Exchange Approval (as defined in the Purchase Agreement), and on or prior to the close of business on the five (5)-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alliance MMA, Inc., a Delaware corporation (the “Company”), up to 343,750 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Purchase Agreement (as define
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 19th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2018, between Alliance MMA, Inc., a Delaware corporation (the “Company”) and the purchasers set forth on the signature pages affixed hereto (each a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 19th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date the Company’s shareholders have approved the execution of the Purchase Agreement and the transactions contemplated therein as required by the Purchase Agreement and shall have received the approval of Nasdaq with respect to the Purchase Agreement and the issuance of the shares of Common Stock contemplated therein (the “Approval Date”), subject to receipt of the Exchange Approval (as defined in the Purchase Agreement), and on or prior to the close of business on the five (5)-year anniversary of the Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alliance MMA, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”)
AMENDMENT no. 1 TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 19th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT, dated December 18, 2018 (this “Amendment”), is the first amendment to that certain Share Exchange Agreement entered into as of August 20, 2018 (the “Agreement”), by and among ALLIANCE MMA, INC., a Delaware corporation (“AMMA”), SCWORX CORP., a Delaware corporation (“SCWorx”), and the SCWorx stockholders listed on Schedule A thereto. Defined terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
